Mr Peabody and Sherman: Revenge of the Fallen
by TexasBornMind76
Summary: After the events of the first installment, Sherman starts to see strange Cybertronian symbols and gets paranoid. As the Autobots continue to fight the remaining Decepticons on Earth, a familiar enemy returns, and a new threat rises. (Sequel to MPAS: Transformers)
1. A Hidden Past

**A/N: Hey guys, I'm back with the anticipated sequel to Mr. Peabody and Sherman: Transformers**

 **But before I begin, I wanna explain to everyone why this is real in the first place.**

 **In 1984, The Transformers began as a Saturday morning cartoon which fans know and love as 'Transformers: Generation 1' (1984-1987), or G1 for short. Over time The Transformers spanned for over 30 years with different shows like 'Beast Wars: Transformers' (1996-1999), 'Beast Machines' (1999-2000), 'Transformers: Robots in Disguise 2000' (2000), Transformers: Armada (2002-2003), Transformers: Energon (2004), Transformers: Cybertron (2005-2007), Transformers: Animated (2007-2009), Transformers: Prime (2010-2013), and 'Transformers: Robots in Disguise 2015' (2015-Present).**

 **It has also spawned a huge toy line which was very popular then, and still popular now.**

 **Eventually Michael Bay came around and made the movie 'Transformers' which some people loved, some people didn't. But with, it came a new generation of Transformers fans including myself. And ever since, I watch almost every show it made, played any Transformers game I could find and strived to collect every single Optimus Prime toy ever made.**

 **When Mr. Peabody and Sherman hit theatres last year, it was coincidentally the 30th anniversary of the Transformers franchise. To commemorate the celebration, the fourth installment, and so far second best incarnation, of the movie franchise, 'Transformers: Age of Extinction' was released that same year. To celebrate, I brought the Transformers to the world of Mr. Peabody and Sherman, therefore combining the two and creating something I called at the time my greatest accomplishment yet.**

 **So now I'm back to continue that series, so without further ado, both Peabody and Sherman fans and Transformers fans, I give to you...**

 **Mr. Peabody and Sherman: Revenge of the Fallen**

 **Chapter 1. A Hidden Past**

 _Earth... birthplace of the human race..._

17,000 B.C.

A valley of jagged rocks and brushy bushes shows a group of primitive human beings holding wooden spears, wearing loincloths and a rough and rocky face and body paint.

 _A species much like our own. Capable of great compassion... and great violence..._

The ancient cavemen humans scout a tiger, and with their spears ready, they hunt after it.

 _For in our quest to protect the humans, a greater revelation dawns..._

The cavemen chase the tiger into a valley where they prepare to kill the tiger and harvest it's meat for food, but as they came closer, they saw something... strange.

 _...Our worlds have met before.._.

A futuristic metallic mountain like structure appears in the valley obviously standing out than anything else. Outside, a couple of giant robots emerge from the structure and walk out, looking ready to kill. One particular robot sees the humans and In return, the cavemen scream.

The robot jumps at the crowd of humans and stomps on a few of them, injuring or killing them. The remaining humans back away from him as they stare in fear. The robot grabs one of the fleeing humans and lifts him from the ground up and makes the human scream loudly in fear. He tosses the human away to his untimely death as he stares at the remains few with a menacing glare.

 ** _To be Continued..._**

 **A/N: I know I know, it's too short, but this is just a prologue, of what's to come. So if you're waiting for the Transformers or Sherman or Penny or Mr. Peabody, that will wait until next time. So stay tuned for that.**

 **I'll give a list of the newest Autobots and Decepticons to appear in this story in the next chapter.**


	2. Shanghai Showdown

**A/N: Sorry for the month long delay. Turns out the myth of Junior Year in high school being the toughest, busiest and the hardest are in fact true. I've been super busy all this time trying to maintain good grades so I can graduate. I will keep updating my stories, but they will be sporadic. If I have time in my schedule freed up, I'll definitely write more.**

 **Previously on Mr. Peabody and Sherman: Revenge of the Fallen**

 **A setting in the past proves to be deadly, as a group of early humans have encountered the very first Cybertronians to land on Earth. The robotic beings attack the humans and kill them one by one.**

 **Chapter 2: Attack in Shanghai**

Shanghai, China. 22:37 Hours-Present Day

The city of Shanghai is in ruins as smoke fills the area with some traces of fire left on spots near the outskirts. Chinese citizens run out of the city. All of them wearing gas masks or covering their mouths and noses with either cloths, rags, or their shirts. News outlets around the globe report a "toxic spill" that happened in Shanghai.

Pentagon-NEST Command

Soldiers monitoring the city are working diligently on something that's preparing to be executed.

Soldier: Three minutes until evacuation is complete, airspace is locked and sealed.

General Glenn Morshower oversees the operation and nods.

General Morshower: Alright, give NEST Team the go.

Soldier: Blackhawks you are clear to land.

Back in Shanghai

A beat up, rusted, and old, ice cream truck drives around the now empty streets of Shanghai. Playing old, and scratchy jingles as words come through the speakers.

Ice Cream Truck: Ding-a-ling! Come out and get your ice cream!

The ice cream truck parks in the middle of the road. The hood of the truck has an Autobot emblem on top of the grill, and a sticker shown to the side with a Decepticon emblem and an insult is printed on the sticker, as it's meant to represent a message.

"Decepticons, Suck my POPSICLE!"

Ice Cream Truck: Any bad robot out there better get ready for an ass whopping!

 _For the last two years, an advanced team of new Autobots have taken refuge here under my command._

Soldiers march into Shanghai loaded with weapons on their arms, as a silver Chevrolet Corvette drives along with them.

Inside a moving trailer, three motorcycles, a pink Ducati 848, a blue Suzuki B-King, and a purple MV Agusta F41 activate their holograms of women mounting them.

Speaker: Autobot sisters, prepare to launch.

Motorcycles: We're locked and loaded!

 _Together, we form an alliance with the humans. A secret but brave squad of soldiers._

Helicopters fly in as they carry more soldiers into Shanghai. Inside one helicopter, Captain William Lennox, with experience with the Decepticons, speaks to his squad from both the U.S. and the U.K.

Lennox: Alright listen up. The cover for this story is a toxic spill. They had to evacuate the area for search and rescue. This makes six enemy contacts in eight months. This must not get out to the public, so keep it tight.

 _A classified strike team called, NEST. Together, we hunt for what remains of our Decepticon foes. Hiding in different parts around the globe._

The helicopter lands in a field and starts to power down. Soldiers inside start to file out, getting their weapons ready for an enemy attack. Meanwhile back with the trailer, the three Autobot sisters start to drive out the moving trailer along with a couple of NEST vehicles and drive off.

Back in the field, a black GMC Topkick pickup truck drives toward the field and parks next to the soldiers as Lennox approaches him.

Lennox: Alright Ironhide. We have reports to have Con activity around the vicinity. Stay alert.

The pickup truck then starts to click and clatter. Panels start to detach and flip out. The car completely separates itself from all sides and and starts forming a body. The panels start folding in and reassembling into a robotic body. The transformation process completes as the head of the robot, named Ironhide folds out and sniffs the air.

Ironhide: He's here. I can smell him.

The soldiers them move into a nearby construction site and scan the area. One of the soldiers, Robert Epps , uses his scanners and detects something that doesn't belong.

Epps: Oh no.

Lennox: What do we got?

Epps: A heat signature has been detected.

He shows Lennox the scanner with a heat signature in display.

Lennox: Alright everyone, be steady, we're right under him.

The soldiers start to advance towards what appears to be an excavator in the middle of the site. Suddenly, they all hear a robotic growl before the excavator starts transforming as well. Exposed as a threat, the Decepticon, Demolishor slams his newly formed fists to the ground, causing a massive shockwave, tossing the soldiers away. N.E.S.T. Team starts to shoot in retaliation. But Demolishor keeps throwing all kinds of debris at them, before wheeling himself away.

Epps: We need backup now!

General Morshower: Gunships are in the skies!

Several gunship helicopters fly by the large Decepticon and start shooting at him. As they attack, a silver Audi R8 suddenly starts up. It's also identified as a Decepticon.

Gunship pilot: Second Decepticon detected!

The Audi then starts to drive away from the battleground.

Lennox: Arcee! Chromia! Elita-One! A Decepticon is headed your way!

The Autobots sisters, Arcee, Chromia, and Elita-One all drive continuously as Sideways is right behind them. As a chase was developing, the Ice Cream Truck Autobot is also in pursuit of the Decepticon known as Sideways.

Ice Cream Truck: I got him! I got him!

Arcee, the pink motorcycle, and Chromia, the blue motorcycle, both quickly transform into their robot modes and start shooting at Sideways. Soon after, Elita-One, the purple motorcycle then transforms and joins the fight as they all lead him into a dead end. But instead of stopping, Sideways quickly transforms into his robot mode and dives headfirst towards the wall. Sideways crashes through someone's apartment while an elderly man was enjoying his ramen noodle dinner.

Sideways then barrel rolls his way back into the outside and transforms back into vehicle mode, with the Autobot sisters chafing after him.

The ice cream truck still tried to gain on the enemy, but suddenly breaks apart as two separate robot's transform out of both halves of the truck. Their names are Skids and Mudflap.

Mudflap: Oh man... I screwed that up. My bad...

Skids: This is combat man! What the hell's wrong with you?!

Skids then punches his in the face, causing him to collapse.

Lennox: Bring in Sideswipe!

A silver Chevrolet Corvette Stingray, by the name of Sideswipe comes out of nowhere and transforms into robot mode, gliding his way through.

Sideswipe: Clear a path!

He then reaches Sideways and back flips himself above him and launches one of his blade's on top of Sideways' hood. He grabs the blade and drags it across the car, cleaving it in two. The two halves spin out of control and explode as Sideswipe stands triumphantly in victory.

Sideswipe: Damn I'm good!

 _ **To be Continued...**_

 **A/N: So the battle of Shanghai has begun. One Decepticon is already dead while another is still out there. How will this end, find out next time!**

 **I know I promised a full list of new Autobots and Decepticons to be here, but I don't have time, I will post them in the next chapter. I promise.**

 **On a personal note, I wanna thank you all for a successful year 2015 was. It was a lot of fun writing such stories, from Action and humor combinations like Kid Deadpool and Spider-Boy, and some heart wrenching dramatically dark stories like All My Fault. I can't wait to see what 2016 will bring.**

 **Happy New Year everyone!**


	3. The Fallen Shall Rise Again

**A/N: I'm gonna start leaving personalized replies to reviews in the beginning of every chapter from here on out. I just feel like being nice lately...**

 **Shinigamilover2 (Ch. 1): Pretty much, yeah. Well I can't wait to show you more.**

 **ImmanRich: Well the new chapters are here. So give em a read.**

 **Shinigamilover2 (Ch. 2): Yeah Sideways is a very minor character in the whole franchise. In fact, I don't think I've ever seen him in any of the Transformers TV shows. Though I'm not sure why you like him so much, all he did was transform, bash a building, transform again, and get chased (and killed) by Sideswipe. Oh well.**

 **Previously on Mr. Peabody and Sherman: Revenge of the Fallen...**

 **The city of Shanghai has been evacuated so that a team of soldiers known as NEST could investigate a possible Decepticon in the city. They encounter two Decepticons, Demolishor, and Sideways. NEST Team sends out the Autobots to capture or kill them. Demolishor manages to escape but Sideswipe catches up to Sideways, and in a spill second, kills him.**

 **Chapter 3: The Fallen Shall Rise Again...**

As Demolishor rampages through the highway, NEST Team follows after him in attempts to apprehend him. Realizing that there is no other way to stop him, he calls for air support.

Lennox: Air support, we need the big guy delivered to our location! Make the drop now!

A giant military cargo plane flies over the city as the pilot recieves the message.

Pilot: Copy that! Preparing to drop in five, four, three, two, one!

The back doors open as a Peterbuilt 379 semi truck starts up. Two soldiers standing to the sides of the truck salute the vehicle as he drops from the plane.

Gears then start to click as the truck starts transforming. Taking a decent 15 seconds, the truth transforms into the Autobots leader, Optimus Prime. He activates his parachutes with Autobot symbols in the middle. He also spots Demolishor's location.

Optimus Prime: Autobots! I'm in pursuit!

Optimus then flips out his Energon hooks from his arms and slices through the parachute strings and barrel rolls to the ground, re - transforming back to his vehicle mode.

As Optimus Prime drives along the highway, Demolishor is approaching him. With no time to lose, Optimus Prime quickly transforms again to his robot mode, and jumps off the highway. Demolishor quickly bashes through the raised highway track, causing massive damage, before Optimus clings to the top of his head.

Despite the added weight, Demolishor continues his path of destruction, causing everything in his path to swing outward. Ironhide is right behind them as he wants to assist hos commander in taking the hulking Decepticon down.

Optimus Prime: Pull over!

Optimus transforms one of his arms into his Ion Blaster and shoots at Demolishor's head. He also shoots the bottom wheel, causing Demolishor to swerve off course and galling off the platform into a construction site below.

Demolishor crashes hard to the ground and Skids along before stopping. As parts of him start falling off due to massive damage sustained, the entire deployed NEST Team surrounds him as Optimus Prime and Ironhide also approach him.

Ironhide: Punk ass Decepticon!

Optimus Prime: Any last words?

Demolishor, with glitches and shocks, turns to the Autobot commander and utters with a slightly distorted voice.

Demolishor: This is not your planet to rule... The Fallen... shall rise again...

Epps: That doesn't sound good...

Optimus Prime: Not today!

He aims his Ion cannon at Demolishor's head and shoots a powerful blast. Demolishor's head falls to pieces as the Decepticon dies completely.

 _ **To be Continued...**_

 **List of new Transformers to appear/have appeared:**

 **Autobots:**

 **Sideswipe-An agile, athletic, sleek, and efficient Autobot Warrior who transforms into a silver Chevrolet Corvette Stingray. He prefers to use melee weapons in combat as opposed to firearms. His weapons of choice are his Cybernatium blades.**

 **Skids and Mudflap "The Autobots Twins"-Two hip-hop, slang spitting twin brothers who serve as Autobot soldiers. They both transforms into a single ice cream truck, but will have their own alternate modes later on. Skids and Mudflap will transform into a Chevrolet Beat and a Chevy Trax respectively. They show to be cocky and immature, but are up for any challenge given by the Decepticons.**

 **Arcee, Chromia, and Elita-One "The Autobots Sisters"-Three female Autobots who all share a single bond that fuels them to fight. Arcee transforms into a pink Ducati 848, Elita-One transforms into a purple MV Agusta F41, and Chromia transforms into a blue Suzuki B-King. Both small and flexible, they can swerve through tight spaces to surprise attack the Cons.**

 **NOTE: In Revenge of the Fallen, it is implied that the Autobots Sisters share one entity. One mind, three bodies. Here I decided to give each of them a mind and personality of their own. I mean, every transformer should be unique.**

 **Wheelie-The smallest Autobot ever. Originally a Decepticon, sent to retrieve a piece of a located AllSpark fragment, he switches sides after he realizes he's fed up with the Decepticons' 'crap'. He transforms into a remote controlled monster truck toy. He also has a sick crush on Penny Peterson, referring her as a 'Warrior Goddess'.**

 **Jetfire-A wise and ancient Autobot who has lived since the Age of Primes. He was originally a Decepticon and a servant to The Fallen. He has since denounced his allegiance to the Decepticons and joined the Autobots, as he believed they were the true people Cybertron needs. He is also known as "The Seeker". Jetfire transforms into a Lockheed Martin SR-71 Blackbird, making him the first Autobot who could fly.**

 **Decepticons:**

 **Soundwave-The Decepticon communications officer who monitors all of Earth's activity via hacked US satellite. He is mostly in his alternate form which is a Cybertronian satellite.**

 **Ravage-A jaguar like Decepticon who is fast and agile as an actual jaguar. He is Soundwave's minion.**

 **Reedman: A sharp and thin Decepticon who is formed by tiny drone spheres forming together. He is Soundwave's minion**

 **Grindor-A hulking Decepticon who transforms into a battle chopper. He shares similarities to Blackout from the first installment.**

 **Demolishor-A Constructicon who transforms into a scavenger vehicle. Due to his hulking size, he causes havoc easily. He is killed by Optimus Prime in Shanghai, China**

 **Sideways: Not much is known about this Decepticon, but it is presumed that he is a Decepticon soldier. He transforms into a silver Audi R8. Sideways is killed by Sideswipe In Shanghai, China.**

 **Scavenger, Hightower, Long Haul, Rampage, Mixmaster, and Scrapper "The Constructions"-A Decepticon group consisting of each member transforming into a Construction vehicle from cranes, to cement trucks, to dump trucks, and bulldozers. They all combine to one mega robot, Devastator.**

 **Devastator-The combined form of the Constructions with a massive size difference from everyone else. He is able to form from six to nine Constructicons. Demolishor is also able to form Devastator with the other Constructicons. He is able to suck up everything in its path with powerful force.**

 **The Fallen-A corrupted Prime, and mentor to Megatron. He was originally one of the original seven Primes who built a machine called the Star Harvester on Earth. Due to him believing that Cybertronians are the one superior race, and his hatred for the Human Race, he plans to destroy the sun and harvest it's energy into Energon, the power source of all Cybertronians. He has been banished by the six remaining Primes to parts unknown. He plans to get revenge on The Six Primes and their descendents, and resume his plan to exterminate the humans.**

* * *

 **Well guys, get comfy, because this is just getting**

 ***BANG!***

 **What the hell?!**

 **?: Hey F**knuts!**

 **TBM: Oh god! It's you!**

 **The mysterious figure who blew up my wall is the junior Merc with a Mouth, Kid Deadpool (from the story Kid Deadpool and Spider-Boy)**

 **KDP: Hey bud! Long time no see!**

 **TBM: What the Hell do you want?!**

 **KDP: Whoa! Why so hostile?**

 **TBM: You were pissing off me and Shinigamilover2 throughout the entire time your story was being developed.**

 **KDP: Aw come on I just wanna make things more fun.**

 **TBM: Get out now, before I shoot you with carbonadium bullets!**

 **KDP: Whoa Whoa Whoa! Hang on! I come in peace. I just wanna give you a gift.**

 **He pulls out a red wrapped box with a black bow. I look at the box and look at the mercenary.**

 **KDP: It's not gonna kill you, swearsies!**

 **I shrug and open the box. It was a Deadpool T-shirt, a Deadpool hat, a Deadpool pin, a Deadpool belt buckle, Deadpool underwear, a Deadpool - Spider-Man comic book, and small black envelope, with blood stains on it.**

 **KDP: Open it.**

 **I open the envelope, and look inside.**

 **Two tickets to see 'Deadpool' in IMAX.**

 **TBM: Deadpool tickets?**

 **KDP: Yeah the movie is finally out. Thank god! I just wanna say I'm sorry for all the crap I put you through.**

 **TBM: Wow, I don't know what to say.**

 **KDP: Don't say anything, just know this...**

 **TBM: What is it?**

 **KDP: I have a huge d**k!**

 **Kid Deadpool giggles and teleports away, leaving me with a look of disgust.**

 **TBM: Of course, why would I think less of him.**

 **He teleports back and smiles behind his mask.**

 **KDP: Oh and one more thing, tell that girl you like I said helloooo! Grr!**

 **TBM: What!**

 **He laughs and teleports away, I was gonna go in a fit of anger before looking at the tickets.**

 **TBM: Calm down dude, he did get you free tickets. That's good I guess.**

* * *

 **Anyway, I'll see you guys next time with MPAS characters I know you love.**


	4. Looking Back

**Previously on Mr. Peabody and Sherman: Revenge of the Fallen...**

 **In a massive effort to stop the Decepticon, Demolishor, NEST Team air drops Optimus Prime to stop him. After grabbing ahold of his face, he shoots it and make him tumble to the bottom of a construction site. Demolishor sends a vague message to the heroes, warning that 'The Fallen' will rise again. Optimus ignores this warning and executes Demolishor.**

 **Chapter 4: Looking Back**

It's a special day for 18-year-old Sherman Peabody as he finishes taking down all his stuff from his room in his vacation home in New Jersey. Sherman is finally going to college, a day that had since been important to him for a long time. He's already taken down all his stuff from his penthouse back in New York, but he doesn't wanna leave something out. Sherman picks up the box and carries it outside toward a U-Haul truck. He puts the box inside along with a whole stack tall and wide.

He turns back to the house and looks at it.

Sherman: Hey Mr. Peabody? I'm done. Are you?

He walks back inside to find his father.

Sherman: Mr. Peabody?

 ***Play "Streets of Gold" By NeedToBreathe here***

Mr. Peabody is sitting on the sofa, flipping through a photo album, consisting of pictures of Sherman back when he was young. He smiles warmly and sheds a couple of tears. Some of the pictures include Sherman as a baby in Mr. Peabody's arms, Baby Sherman pretending to use a telephone, Sherman's first steps to Mr. Peabody, Sherman showing off his fingerpainting of the two back in kindergarten, and even him and Sherman side by side to a former President of the United States.

Mr. Peabody: He's always been such an energetic little boy.

But there's also some pictures from his middle school days including him dressed for his first day of middle school, him in a band outfit, while holding a trumpet, to him pretending to be a professional wrestler.

Mr. Peabody: He's always the silliest boy that he can be, but that's what makes him unique

There's also his high school years with Sherman holding a trophy of his math competition, to him getting his drivers license, even having one with his girlfriend Penny Peterson on a date at their house. They both looked pretty embarrassed. Peabody chuckles to himself on looking at that picture.

Mr. Peabody: Those silly lovebirds...

Finally, Mr. Peabody finds a picture where it was Sherman's high school graduation. Sherman was holding his diploma, wearing a blue graduation robe and blue mortarboard cap. He's hugging Mr. Peabody as he looks at him proudly. Along with him is Penny, also dawning the same robe and cap as Sherman, hugging him from the side and kissing his cheek. Mr. Peabody's tears fall from his face and land on the graduation pictures.

Mr. Peabody: He's grown up so fast..

Sherman: Mr. Peabody?

He walks into the living room to see Mr. Peabody looking through the photo album. He somehow did not notice his son come into the room. Curious, Sherman walks up to him.

Sherman: Mr. Peabody?

Mr. Peabody: Huh?

The elderly beagle looks up to see Sherman standing there with a slightly concern look on his face.

Mr. Peabody: Oh, hello Sherman.

Sherman: What are you doing?

Mr. Peabody: Just looking at some old picture dear boy.

Sherman then sits next to Mr. Peabody as he looks at the pictures.

Sherman: Hey look! That was when you first adopted me, right?

Mr. Peabody nods as Sherman looks at a newspaper clipping with the words "DOG ADOPTS BOY" as the headline.

Sherman: And that's when I first started trick or treating as Spider-Man.

Mr. Peabody: Yes it was.

Sherman: And that's the picture from back when we had our TV show.

Sherman points to a picture if him and Mr. Peabody on the set of their former late night TV show. It ran for about ten seasons before going off the air.

Mr. Peabody: Why yes it is.

Sherman: *sighs* So many memories.

Mr. Peabody: Yeah... to think that you were just an adorable baby 18 years ago. Now look at you, you're going to Harvard. Just like your father.

Sherman: I only want to make you proud Mr. Peabody.

Mr. Peabody: Sherman you didn't need to go to Harvard to make me proud, I was always proud of you.

He starts tearing up again knowing that he has to let his son go. Sherman sees this and hugs his father warmly.

Sherman: Don't cry Mr. Peabody. It's okay.

Mr. Peabody: I know it's gonna be okay, it's just... you've grown up so fast... it just scares me a bit knowing I'll be all alone.

Sherman: Don't worry about that Mr. Peabody. I'm not going away forever.

Mr. Peabody: I know you won't. I'm very proud of you Sherman.

Sherman smiles and kisses Mr. Peabody on the forehead which makes his tail wag happily.

 ***Stop the song now***

Mr. Peabody: Well I should let you know ahead of time, that just because Harvard is a prestigious school, doesn't mean you can have fun every once in a while.

Sherman: Really?

Mr. Peabody: Of course. I mean, I've been to some wild college parties back in the day. You're gonna experience that too. All I ask is to limit yourself, with the drugs, alcohol, you know, the whole nine yards.

Sherman: Don't worry Mr. Peabody, I can handle myself.

Mr. Peabody: Good. Oh and watch out for the constant... err... hormonal interactions.

Sherman frowns as Mr. Peabody chuckles to himself before walking away. Sherman gets up to follow him.

Sherman: Wait what does that mean?

 ** _To be Continued..._**

 **A/N: So as you can see I decided to change the scene that was originally shown in the movie. We all saw Sam and his father packing stuff into his car. But we saw that Sam's dad was so eager to get rid of Sam. He even mentioned turning his own room into a home theatre. Obviously, I didn't like this scene representing Mr. Peabody and Sherman. So I changed it, hopefully for the better.**

 **Originally, I planned on just altering the scene to be a lot more nicer and a bit more heartfelt, and less rude, but plans changed when I heard the song.**

 **I first heard the song "Streets of Gold" in a tribute to one of my favorite WWE wrestlers, Daniel Bryan, after he announced his retirement in February of 2016. Obviously that was a sad point for every single wrestling fan, but I loved the song, and instantly, I changed the whole scene. So I hope you enjoyed this scene. #ThankYouDanielBryan.**

 **Anyways, stay tuned next time for another chapter coming soon.**

 **Reviews are appreciated, thank you!**


	5. Sherman the Romantic

**Previously on Mr. Peabody and Sherman: Revenge of the Fallen...**

 **Sherman starts packing up to prepare for college. As he finishes, Mr. Peabody sits in the loving room reminiscing with all the memories of him and his son. Sherman finds him inside, and sits next to him, reminiscing along with him. Mr. Peabody starts tearing up knowing that despite expecting this day to come, he wasn't ready to let his little boy go. Sherman reassures him that it will be okay, causing the two to tearfully hug.**

 **Chapter 5: Sherman the Romantic**

As Mr. Peabody walks back to the moving van, Sherman follows him after telling him to "control his hormones" while in college.

Sherman: Mr. Peabody?! What do you mean by controlling my hormones.

Mr. Peabody: What? It's just a precaution, besides, there's gonna be gorgeous college girls there. Its just a heads up.

Sherman: Are you implying that I'm gonna cheat on Penny?

Mr. Peabody: I didn't say that. Look Penny is a fantastic girl, and I'm happy she makes you happy, I'm just saying to keep your head low.

Sherman: I don't need to worry, as the only woman I'll ever need is Penny.

Mr. Peabody: Well hopefully you don't do too much damage then...

Meanwhile...

Penny Peterson, Sherman's girlfriend of two years sits on top of a motorcycle, painting a flaming skull on a bike, in her uncle's customs shop. Penny is not like other 18 year old girls, as she has an interest in cars and bikes, dating back to her preteen years, helping her uncle steal cars and dismantle them for parts. Of course this sent hos uncle to prison, who is currently out on parole. This life if crime turned Penny from a normal little girl, to a auto enthusiast.

As she was finishing the skull, the pulls out her phone and dials someone.

Back with Peabody and Sherman...

Sherman: Mr. Peabody. I would never cheat on Penny for another girl. I'm gonna be fine, besides, we can keep our relationship stable.

As he was mildly arguing with his father, Sherman hears his phone ring. He pulls it out of his pocket and looks at the caller ID.

Sherman: Oh! I wonder who could that be?!

Mr. Peabody shrugs his shoulders, smirks and walks off. Sherman then answers the phone and smiles.

Sherman: Hey beautiful!

Penny: Hey Sherman. Listen, I can't make it today.

Sherman: What? Why not?!

Penny: I have a lot to do here at the shop. I'm sorry Sherman but I can't say goodbye to you.

Sherman: Man that sucks.

Sherman then walks inside and into his room as he sets a webcam, a laptop and a slip of paper in a box.

Sherman: Well then listen. I actually have something for you. I'm making a long distance relationship package for you. It has a laptop, a webcam, a Skype account so we can chat whenever we want. There's also some knick knacks here. Some scented candles, pictures, a Fast and the Furious series box set. And some "stuff" from the "event" that cannot be mentioned.

Penny giggles as Sherman was obviously hinting the Decepticons attacks from two years ago.

Penny: Sounds cute, I can't wait to see what you got for me.

Sherman smiles as he pulled out a dark red hoodie, the same one he wore during the attacks he referenced.

Sherman: Hey, do you also want the infamous doomsday hoodie?

Penny: You kept you old, torn up clothes?

Sherman: Well yeah. Of course I kept it Penny. It's like my WrestleMania t-shirt. I bled in this thing.

Penny chuckles at Sherman's eagerness.

Penny: Wow, you're pretty confident.

Sherman: No I'm just wanting to make sure a piece of me stays with you while I'm gone.

Penny: And a box of souvenirs can do that?

Sherman: Penny, why don't you just come with me. We can bunk in my dorm room.

Penny: I would love to Sherman, but you and I know I can't do that until either my man-child jailbird uncle, fresh out of prison is on his feet. That or my dad takes him in.

Penny's uncle hears what her niece just said and rolls his eyes.

Penny's Uncle: I heard that, Penny. Anyway have you seen the 15 millimeter socket?

Penny: I think it's over there by the camshafts.

Sherman was obviously hearing their conversation and smiles.

Sherman: I love the way you say 'camshafts'. Whisper it to me, please.

Penny rolls his eyes and grins, as she whispers in, a lust-like tone.

Penny: *in a seductive whisper* Camshafts.

Sherman snickers as Penny just groans.

Penny: Ugh, sometimes I just hate you Sherman.

Sherman: What? It's just my Peabody charm!

Penny: Alright then. I'll see if I can convince my uncle to let me see you before you leave, and if I do, I'll meet you in 20 minutes.

Sherman: Okay. Bye Penny.

Penny: Bye... you adorable dork!

They both hang up while Sherman starts laughing.

Sherman::That's why I love her so, much.

He shakes the hoodie to take off any dust on it to give to Penny. All of a sudden...

*DING!* *DING!* *DING A LING!*

Sherman hears the dinging noises as he notices a sliver shine on the floor. He picks up the mysterious sliver and immediately recognizes it.

Sherman: Is this...A piece if the AllSpark?

Suddenly, Sherman starts seeing Cybertronian symbols onside his head. Freaked out by the sudden brain activity, he jumps, before dropping the AllSpark shard. The sliver then burns the floor of Sherman's room and through the internal wiring. The shard then lands on the kitchen but sends a surge of energy around the room...

 ** _To be Continued..._**

 **A/N: Oh no... what can that mean? Why is Sherman seeing Cybertronian symbols? And what did the AllSpark shard do?**

 **Find out next time!**


	6. Attack of the Transforming Appliances

**A/N: Sorry for yet another delay. I was focused on two other stories I have here on the MPAS page. But I forgot about this story so I deeply apologize. Anyway. Here's the next part**

 **Previously on Mr. Peabody and Sherman: Revenge of the Fallen...**

 **Sherman and Penny have a little conversation on the phone where Penny tells him that she can't leave work to say goodbye to Sherman who's going off to college. Sherman then offers her a care package to take to remember him by and to communicate with. Then they both hang up after Penny says she'll try to convince his paroled uncle to let her leave for the day. Sherman finds a mysterious AllSpark shard on his old clothes and it shocks him, dropping the shard.**

 **Chapter 6: Attack of the Transforming Appliances**

That wave of energy was not a bluffing matter as the kitchen appliances such as blenders, toasters, mixers, mini ovens, a microwave over and even a nearby vacuum cleaner all start to show pieces detaching from each other, and others seem to move. The appliances were... transforming.

And this in fact was the case. The appliances all transformed into tiny, mutant like creature's muttering gibberish and nonsense. They all start to cause minor mayhem as some of the robots knock down some stuff like bread, bowls, plates, and cups. Some of the robots start shooting the kitchen like madmen. It doesn't last long as the creature all make their way upstairs.

Sherman grabbed a fire extinguisher and starts blasting the still burning hole on the floor. The white, flame retardant fog cover the portion of the floor. The flames are semi extinguished. But there were still bits of burning still going on.

He then grabs a nearby water bottle and empties the bottle into the flame. He coughs as he inhales some smoke, that's starting to disappear. As he continued to put out the flame, the door jiggles as the tiny robot creature's from the kitchen open the door, slightly.

Sherman goes to the door and opens it widely. However he looks down and gets spooked for the robot's on the floor.

Sherman: Aaahhh!

He trips and falls back as the robot's start shooting at him, and the entire room. They non shooting bots all make their way to the fallen Sherman. He kicks the creature away as he leaps up and head so the window. Luck for him, his window was underneath a roof, so he is unable to fall. The robot's still shoot at him, causing a commotion, prompting Mr. Peabody to investigate.

Mr. Peabody: What is going on over here?!

Sherman jumps from the roof and lands on a bush, breaking his fall. He learned that maneuver from the show Jackass, and despite not supposed to recreate the show's stunts, this one manages to soften his fall. However it's not enough to stop the appliance bots. They all jump the window and shoot at both Mr. Peabody and Sherman.

Sherman: Aaaahhhh!

Mr. Peabody: Whoa!

They both try to run away from the gunfire, but end up falling on their faces. They scurry behind the backyard fountain for sanctuary as they bots keep shooting.

Mr. Peabody: What the hell is going on?!

Sherman: I don't know!

The gunfire grows worse as all the robot's make their way out to the roof. They all deploy their weapons and shoot at the fountain. The top is blown cleanly off if the fountain scaring the two underneath it.

Mr. Peabody: Holy S**t!

Sherman: BUMBLEBEE!

Right on cue, a yellow Chevy Camaro crashes past the backyard storage shed. The car transforms into Sherman's Autobot guardian, Bumblebee. As he transforms, he barrel rolls into position. He transforms his arm into a cannon and shoots at the tiny bots what are scurrying along the grass. One by one, they are all reduced to a smokey crater. Bumblebee sees both still on top as he activates his cannon again and shoots at the remaining bots in the roof. But this proves to be disastrous too as a ginormous chunk of the house is blown to smithereens. Mr. Peabody and Sherman stand up from the fountain as they both look at the remnants of the house.

Mr. Peabody: The house! The eff'ing house is destroyed!

Sherman looks at Bumblebee furiously.

Sherman: BUMBLEBEE! Get back in the shed!

Bumblebee tries to tell Sherman that what he did was save him.

Sherman: Just get back in! I'll talk to you in a minute!

Bumblebee shakes his head as he crawls back into the shed.

Sherman: Now!

While the commotion was happening In the front yard, police cars and fire trucks come to the scene. The police make their way inside to investigate what happened while the firefighters went in to put out any fires inside.

Sherman walks into the kitchen with a pair of pliers in his left hand, and a small metal canister on his right. He scans the counter for the shard before finally finding it. Using the pliers, he picks up the shard and carefully dumps it into the canister.

Right outside, Penny Peterson, wearing black leather pants and a black leather jacket, arrives at the house by her motorcycle. Her uncle decided to let her leave for an hour to say goodbye to Sherman personally. But she was confused and shows at how the house looks. She walks into the backyard to see Mr. Peabody explaining to the police that a power generator fell and exploded. He cannot say that a alien robot blew it up, as the Transformers are supposed to be classified. She saw Sherman heading into the shed, and she catches up to him.

Penny: Sherman!

Sherman looks back.

Sherman: Penny.

Penny: Sherman what happened here?

Sherman: Just a bit of... a problem... listen...

He hands the canister with the AllSpark shard inside to Penny.

Penny: What is this?

Sherman: a piece of the AllSpark.

Penny: What?!

Sherman: Just keep it safe. For me.

Penny thinks long and hard about the responsibility of holding onto a tiny piece of what's left of the AllSpark. Putting the canister in her pocket, she nods. They both then walk over to the garage to talk to Bumblebee.

 _ **To be Continued...**_

 **A/N: I'm back biznatch!**

 **Sorry for my French. I'm just excited to work on this again. I just decided that maybe the time is right to come back to Revenge of the Fallen after my fan episode of The Mr. Peabody and Sherman Show is winding down. Anyways I hopefully won't abandon this story again... hopefully.**

 **Anyways as you can see there are some minor differences to the actual ROTF movie. I decided to make a few changes here or there so that this story doesn't seem like a direct cut and paste of the movie.**

 **So now Penny is in charge of the remaining AllSpark fragment in the whole universe... (that isn't under government protection that is...). What a responsibility for her. As for Sherman, he got a bit frustrated with be for destroying their second house. Oh welp. Can't blame him for helping. He is his guardian after all.**

 **What's Sherman gonna talk to Bee about? And what's gonna happen as Sherman prepared for college?**

 **Find out next time!**


	7. Saying Goodbye

**Great Writer14: Yeah I loved this scene too... and I loved it more with Peabody, Sherman, and Penny in it too. Yes Bumblebee deserved more time demolishing the appliance bots, but what can I say, they were easily turned to scrap. But don't worry, Bumblebee will get more action. I promise you.**

 **TheLordIsMyGod: You may have a point. Mr. Peabody does seem to be the guy who wouldn't even say an equivalent to a cuss word... then again. When tiny appliance robots start attacking you and your child, even the classiest of people can drop an f-bomb unexpectedly.**

 **Shinigamilover2: Haha I get it!**

 **.**

 _ **Previously on Mr. Peabody and Sherman: Revenge of the Fallen...**_

 **Sherman accidentally drops the shard and with it, sends a surge of energy, causing the appliances to come to life. After attacking Sherman, he flees to the roof where they attack him and Mr. Peabody. Bumblebee, Sherman's Autobot guardian smashes past the garage and attacks the tiny bots. Unfortunately his blasts also destroy the secondary house. Sherman mildly scolds Bumblebee and sends him to the garage as Penny arrives.**

 **Chapter 7: Saying Goodbye**

Sherman and Penny both walk into the giant gaping hole that Bumblebee left behind. The two, now adults, see Bumblebee slapping his forehead, as if he messed something up.

Sherman: Yeah yeah I know. You messed up.

Bumblebee only says a couple of glitches out words, something Sherman is aware of, but to Penny, it's new to her to know that Bumblebee's voice box is malfunctioning once again.

Penny: Is his voice box malfunctioning again?

Sherman: Yeah.. it seems to be the case.

He sighs as he looks at Bumblebee.

Sherman: Bee... I need to tell you about the college situation. Okay?

Bumblebee then starts speaking through his radio again as he nods his head and snaps his fingers.

Bumblebee: _I'm so excited. And I just can't hide it!_

Sherman: Hello! I'm not taking you with me.

Bumblebee stops "singing" as he makes a frowning look and a saddened sound.

Penny: If you want, Sherman, I'll wait outside.

Sherman: If you want...

She nods and walks outside the garage.

Sherman: Look I meant to tell you this earlier, but here's the problem. Freshmen aren't allowed to have cars in campus. It's a rule they have.

Bumblebee pouts at hearing Sherman say that rule.

Sherman: I know. I know it sucks. And if it was up to me, I would take you with me. No problem.

* * *

As the two are talking, Penny unzips her leather jacket to reveal a white strapless sundress underneath. She folds her jacket and sets it to the side. She then takes off her black leather pants to show the bottom half of the dress. She pats the skirt to get rid of any wrinkles it might have for being stuffed in leather pants for a while. She then takes off her black shoes and sets them to the side as she put on a pair of white high heels. Straightening herself, Penny takes one look at herself.

Penny: I wonder what he would feel about this?

She then takes a bouquet of light purple flowers and stands in front of the garage hole in the wall, waiting for Sherman to come out.

 **(A/N: What did you expect her to be wearing as she stripped to her dress? Damn pervs!)**

* * *

Sherman: But look at yourself, Bee! You can't live like this. In my dad's garage. You're suffocating in here.

Bumblebee makes a frowning noise as he looks at him with saddened optics.

Sherman: Youre an Autobot. You need to be with Optimus Prime and the others. You deserve better than this.

Bumblebee looks down at the boy he's sent to protect.

Sherman: Look. The guardian job is done. You've done good. But now I just need to be normal for once in two years. This doesn't mean I don't wanna hang out with you anymore...

Bumblebee whimpers as two parts swivel out from each side of his head and start spraying his optics with windshield washer fluid, giving the illusion that he's crying.

Sherman: *sighs* come on Bee. Don't be like that...

Sherman looks up at him, feeling bad for the young Autobot scout. He walks up to him and hugs his elbow, propping Bumblebee from falling. He tears up a bit as he sighs to himself.

Sherman: Don't worry. I won't be gone all the time. We'll still hang out. After all. You'll always be my best friend.

Bumblebee looks at Sherman as he let's go of him. He goes to the exit but looks back at him with a slight sad smile.

Sherman: I love you Bee.

Bumblebee makes a sighing noise as he watches Sherman walk away.

 _*Play "Love Me Like You Do by Ellie Goulding here*_

Sherman pulls away the tarp, covering the hole only to be surprised by Penny and her new outfit. She beams a bright smile as Sherman chuckles to himself to see the surprise.

Sherman: What is this?

Penny: What? Can't I surprise my boyfriend every once in a while?

They both walk toward the front lawn where Mr. Peabody was talking to the police and a couple of firefighters, trying his best to cover up the reason of the sudden explosion. As they went to the front lawn, they looked at each others eyes, smiling to one another.

Penny: Do you think you'll be able to live all that time in Harvard without me?

Sherman: I think I'll manage. Besides, I have you to think about all the time.

Penny: and?

Sherman: Well... you're the the best girl in my life.

Penny: And?

Sherman: I'd do anything for you.

Penny: ...And?

Sherman: I... adore you...

Penny frowns at the fact that Sherman dodged yet another attempt to say the words 'I love you'. Despite the two dating for two years, neither Sherman or Penny has admitted to the other those three words, playing hard to get with each other.

Penny: Those aren't the words I'm looking for.

Sherman: What do you mean? They're just the same as any other word.

Penny: No its not. It's completely different.

Sherman: Well don't get mad at me for not saying it. You didn't say it first either you hypocrite. Why don't you just say it and stop this little game.

Penny: because boys always run when girls say it first.

Sherman: Well? So do girls, especially girls like you who would date someone better than a nerd like me.

She stand in silence as she places a hand on her shoulder.

Penny: So it this all some elaborate plan to keep me from not leaving you?

Sherman: Maybe...?

Penny smiles a silly smile and sticks her tongue out playfully.

Penny: Well it's working, you big dummy.

She leans forward and kisses Sherman on the lips, placing her hands under his cheeks. Sherman returns the kiss as he wraps his hands on her waist.

Penny: Try not to forget about me. Okay?

Sherman: I won't ad long as you don't forget about me.

They kiss once more as Mr. Peabody looks on with a smile on his face. He honks the horn to the moving truck, which startles the couple, breaking their kiss as they face the elderly dog.

Mr. Peabody: Time to go, kiddo.

Sherman nods as he looks at Penny one last time.

Sherman: I'll see you soon.

Penny: Bye Sherman.

Sherman runs to the moving truck and enters the passenger seat. Mr. Peabody sits on the passenger seat with a proud smile on his face.

Mr. Peabody: Ready to go?

Sherman: Yeah. Let's go.

Mr. Peabody starts the truck, and pushes on the pedals with wooden balancing sticks. He drives the truck sway from the remains of the house and drives away.

Penny watches the truck drive past her, watching as Sherman prepares for college, as she stays where she is. She honestly wishes she could go with him, but it's not possible at the moment. She then walks back to the backyard to get her things.

 _*Stop playing the song now*_

Coming from the bushes of the house, was a small, blue RC Ford F-150 toy. It rolls along the grass until it reaches the front yard. The RC Truck is facing Penny as she stuffs her sundress back into her leather pants and re-zips her jacket. The toy truck then let's out a panel to reveal a Cybertronian optic, revealing the truck to be a sole survivor among the appliance Transformers. The eye uses its x-ray vision to look at Penny's handbag. Inside the truck sees a shard, the remaining piece of the AllSpark, free of government custody. As Penny rides away from the house in her motorcycle, the eye transforms into a satellite dish, talking in Cybertronian, sending a signal to the sky.

 ** _Meanwhile... in space..._**

Orbiting the Earth is a strange looking satellite, with sharp edges and gears they are exposed. The satellite also appears to be of the same molding as a Cybertronian vehicle, making the assumption that he is in fact from Cybertron.

The satellite recieves a broad case from the RC Truck as it speaks the Cybertronian dialect.

RC Truck: *Cybertronian*

 _Female human has sliver from the Cube!_

The Cybertronian satellite, activates four red lights, in a manner that looks like eyes of a face. He looks down upon Earth, and sends a transmission back in a dark groggy tone.

Satellite: Soundwave acknowledges! Pursue her. Retrieve it.

 ** _To be Continued..._**

 **A/N: Uh oh! Looks like Penny is gonna have some company soon. Who was that RC Truck, and the satellite that calls himself Soundwave? And if they are Transformers, what allegiance are they with? Autobot or Decepticon? And what will happen with the Autobots, Sherman, Penny and the shard?**

 **All will be revealed in due time.**

 **So tune back in next time!**


	8. Presidential Authority!

**Great Writer14: Ha! Glad you're enjoying it so far!**

 **Shinigamilover2: just shaking things up a bit.**

 **.**

 **Previously on Mr. Peabody and Sherman:**

 **.**

 **Chapter 8: Presidential Authority?!**

 _N.E.S.T. Classified Operations Base - Diego Garcia, Indian Ocean_

N.E.S.T. helicopters fly back from Shanghai, after a successful containment of another Decepticon attack. They all head towards the small island of Diego Garcia in the middle of the Indian Ocean where their N.E.S.T base is located. Once the choppers lands on helipads, the bay doors in the back open and squadron of soldiers march out for briefing the mission.

Not only do the choppers have soldiers walking a out, they also contain at least one to three Autobots inside. Out comes Optimus Prime in his Peterbuilt 379 form, and Ratchet in his Hummer H2 ambulance mode. In another, out comes Ironhide in his black GMC TopKick vehicle mode and Sideswipe in his Chevy Corvette mode. Finally, the Autobot Twins, Skids, and Mudflap, in their conjoined Ice Cream beater truck drive out, and right behind them are the Autobot Sisters, Arcee, Chromia, and Elita-One in their respective motorcycle forms.

Soldier: Autobot Twins, report to Bay D5 for upgrades.

Skids: Excuse me! Excuse me! Badass robot coming through!

Complying with orders, the ice cream truck heads to Bay D5, where there are a couple of soldiers waiting behind two screens. As they turn, there is waiting two cars, a lime green Chevy Beat, and burnt orange Chevy Trax. Upon seeing their new forms, they like what they see.

Skids: Aw hell yeah!

Mudflap: That's what I'm talking about!

Skids: Yeah baby! It's upgrade time!

The truck separates and the two halves transform into Skids and Mudflap respectively. Mudflap walks up to the green Beat and starts dancing around it.

Mudflap: Hell yeah, time to get my sexy on with some green on my body!

Skids: The hell you are! The green is mine!

Mudflap ignores his twin as he readies his reformation scanner, as he dances silly like. But before he could scan the Beat, Skids tackles him down and punches him in the face, before picking him up and giving him a Germany suplex, sending him flopping toward the orange Trax.

Skids: Yeah! Suplex City, b***h! The green is mine!

Mudflap: That's freaking hurt you d**k!

Skids: It's supposed to hurt! It's an ass kicking!

Skids scans the green Beat, quickly taking the form of the car. Leaving Mudflap with no other option, he sighs and scans the orange Trax and takes its form. With both twins in their individual vehicle modes, they drive off to regroup with the rest of the Autobots in their personal hangar.

All the soldiers line up next to one another, leaving n opening for one of the cargo planes. Some of the soldiers hold musket like rifles, while some are unarmed. N.E.S.T. team leader, Captain William Lennox, sees soldiers walkong through, carrying container like objects, and barks out orders to his squadron.

Lennox: Present arms!

Armed soldiers hold their rifles with one hand to the side, while unarmed soldiers, simply put a straight, unfolded hands to their temples in salute. The containers the moving soldiers are carrying turn out to be makeshift coffins for soldiers who died in battle. The caskets are draped in either the British or American flags, to represent the soldier's nationality.

Lennox sighs to himself as the coffins walk along. He knows it's not an easy job being a military soldier, but he still wishes there were no casualties. As this was happening, a helicopter flies into Diego Garcia, catching Lennox's attention. The side of the chopper has the presidential seal, so Lennox knows it's either the president himself, or something sent under his authority.

Sure enough, the chipper lands and out comes someone who is definitely not the president. This man looks to be in his mid fifties as he wears rounded glasses, and has balding hair. He walks up to the gate where the guards try to stop him, but he pulls out a piece of paper and shoves it in their faces. Reading what they can, the guards let him through. Lennox goes to greet the man.

Lennox: NSA Director Galloway. It's a pleasure to have you here, but this is a restricted area. You have to be given classified clearance...

The man, Galloway then shoves the paper into his face, angering him just a bit. He walks past him and heads to one if the open hangars.

Galloway: I have clearance now! Presidential Authority, I have a message for your Robo Justice League. You made a mess of Shanghai!

Leaving him with no choice, Lennox is pretty much obligated to show Galloway around. He leafs the to one of the hangars where the Autobots are stationed. Optimus Prime, in his vehicle mode is seen in the middle of the hangar with platforms standing above him. The platforms all have soldiers working with computers and communication links.

Lennox: Alright so this is where we communicate with N.E.S.T. Central Command, and this Hub also serves as the main Autobot hangar.

Soldier: Sir, comm link is operational. Ready to broadcast.

Lennox: *to Galloway* Wait here. I need to report our latest mission.

Lennox then leaves Galloway and climbs up the platform stairs where he meets up with the soldiers establishing the connection. Galloway looks around himself and shakes his head in disappointment.

 _Meanwhile..._

 _U.S. Military Satellite_

In outer space, the military satellite orbits around Earth, taking up transmissions and establishing communication connections, mi matter where they are.

The Cybertronian satellite, now known as Soundwave approaches the military satellite as it opens his front panels. A swarm of snake like cables sprawl out from Soundwave and squiggle around the satellite. The cables remove a protective panel and wriggle themselves into the satellite's internal wiring. Soundwave's intercepts a transmission coming from the N.E.S.T base in Diego Garcia.

...

 _N.E.S.T. Central Command_

Lennox was briefing his higher up, General Morshower with the Intel from Shanghai. As he was finishing the mission briefing, he brings up the situation with Demolishor.

Lennox: *via satellite broadcast* We have reason to believe that a warning of a possible attack is imminent. No I can't show him to you, but with your permission, I would like you to hear from the leader of the Autobots, Optimus Prime.

Not wanting to take any chances, Morshower nods his head in compliance.

General Morshower: Proceed.

Lennox turns to Optimus, below and gives him the OK.

Lennox: Alright big guy! Ready when you are!

As soon as he's ready, Optimus Prime then starts to transform into his robot mode. Panels and pieces break apart, as well as separate. Part of the truck form into arms as they prop him up to give clearance to form his legs. As the legs are formed, he stands up as his chest is compressing all the parts together. His head is then lastly revealed as all his parts line up and press against his form, completing the transformation process.

As Optimus transformed, Galloway stood at the bottom of the floor, in shock of how they transformed. One of Lennox's lieutenants, Robert Epps walks up to him, noticing the shock on his face.

Epps: You know it makes you wonder. If God made us in his image... then who made him?

Optimus then faces one of the soldiers who holds a microphone to his direction as he begins to speak.

Optimus Prime: General, our alliance has encountered seven total Decepticon incursions this year. Each of them on a different continent. They're clearly looking around the globe for something, but last night's encounter came with a grim warning.

The soldiers then play Demolishor's final words for everyone to hear.

Demolishor: *via recording* _The Fallen shall rise again..._

General Morshower: "The Fallen"? Meaning what?

Optimus Prime: Origin unknown. The only recorded history of the Cybertronian race was contained within the AllSpark, lost with its destruction.

Galloway: Excuse me!

Galloway shouts loudly to catch Optimus Prime's attention and interrupt the debriefing. Galloway climbs up the platform and towards Optimus.

Galloway: With this so called "AllSpark" Now destroyed, why has the enemy left our planet, like you thought they would.

General Morshower: What is going on over there?

Lennox: Our National Security director, Galloway is here, apparently the president has appointed him with authority to be here.

He rolls his eyes to show his annoyed status.

General Morshower: *sarcastically* Well isn't that swell?

Galloway then walks up to Lennox and faces the camera, speaking to General Morshower.

Galloway: Forgive me for the interruption, General, but after what happened in Shanghai, the president is getting a little... worried that this alliance is more harm that help.

He then starts at Lennox, who gives him an untrustworthy state before turning to Optimus.

Galloway: Now under the terms we agreed upon for this alliance, you agreed to share your Intel with us, but not your advancements in weaponry.

Optimus Prime then pokes a finger, gently, to Galloway. Despite being gentle to Optimus, it felt like an entire football team just tackled his shoulder.

Optimus Prime: We've witnessed your human capacity for war. It would absolutely bring more harm than good.

Galloway: But who are you to judge our well being?!

Lennox: With all due respect, I find that to be quite harsh. We've been fighting side by side with them for two years.

Epps: We've shared blood, swear and precious scrap metal with them.

Galloway: Soldier! You're paid to shoot, not talk! So shut up!

This comment makes Epps silently growl.

Epps: Don't test me little man!

Optimus Prime: *whispers to Epps* Easy.

Galloway: I also understood that the new Autobots, came to Earth after you sent out a signal. An open invitation to come to Earth! With no approval by the White House!

General Morshower: Let me stop you right there Galloway. Giving the work Captain Lennox has done with his team, we've given the approval as they were above reproach.

Galloway: With all due respect, General, but when our national security is at risk... no one is above reproach.

As their little argument, continues to boil over, Soundwave listens in for anything that could be of use for the Decepticon cause. Sure enough, something blurts from Galloway's lips that catches Soundwave's attention.

Galloway: What else do we know? Huh? We also know that the Decepticon leader, N.B.E. One, A.K.A. Megatron, is resting in peace in the bottom of the Laurentian Abyss, surrounded by Marine Guard lookouts and a full time submarine surveillance system.

Soundwave records this information, but it's not all that he hears.

Galloway: We also know that the only remaining fragment of your so called "AllSpark" is contained right here in Diego Garcia, heavily guarded in one if the most secured naval bases in the world.

With all the information recorded, Soundwave detaches himself from the satellite and calls to any remaining Decepticons.

Soundwave: Decepticons, we have located the shard.

...

Galloway then continues his Autobot rant as he tells of Optimus Prime.

Galloway: An now since no one can tell me what the enemy is looking for... that leaves us with one possible answer!

He then points towards Optimus.

Galloway: You! The Autobots! They're here to hunt you! What note can they find?! And that warning...? That tells me that something is coming.

Optimus Prime looks at Galloway with a dispersed look as his rambling starts to slow down.

Galloway: So. Let me ask. If I ultimately conclude that our national security is at risk, which requires us to deny you further asylum, on OUR planet...will you leave peacefully?

Despite all the anger and hostility that Galloway managed to fling toward Optimus, he managed to stay his calm, and cool manner as he responds to him.

Optimus Prime: Freedom is your right. And if you make that request, we will honor it.

Galloway smiles and nods as he seems to have successfully persuade the Autobots to leave.

Optimus Prime: But...

And this causes him to immediately frown.

Optimus Prime: Before your government decides, please ask your president this...

He then leans forward to Galloway as his face is mere inches close to his entire body.

Optimus Prime: What if we leave... and you're wrong?

The Autobot leader then leans back as he sets himself back into position. Lennox whispers in agreement to Optimus.

Lennox: That's a good question, big guy.

 _ **To be Continued...**_

 **A/N: Well what do we got over here... a cuppa haters? A cuppa haters?**

 **Looks like Galloway really wants the Autobots out of Earth. Still you shouldn't blame them for the Decepticon attacks, that's a D**k move. Just saying.**

 **Anyways, next time, we go back with Sherman as he prepares for college.**

 **So stay tuned next time!**


	9. Awkward Roommate Situation

**Today marks the One Year Anniversary that this fanfic went into production, Sue I procrastinated most of the time but hey beggars can't be choosers. I'll try to update this story faster from now on, and hopefully won't take me a year to finish.**

 **Previously on Mr. Peabody and Sherman: Revenge of the Fallen...**

 **As the Autobots return from Shanghai, national security director, Galloway come in with some bones to pick with the Autobots. He rants over how they're doing more harm than good and that they should leave. Optimus Prime honors his request, but warns him of what happens IF they do leave. Unbeknownst to them all, Soundwave was spying on them as he finds the location of the AllSpark fragment, and Megatron's remains.**

 **Chapter 9: Awkward Roommate Situation**

 **.**

Sherman and Mr. Peabody finally arrive at Harvard where they park their moving van in the circular driveway. Sherman steps out with a calm smile, knowing he's finally here, while Mr. Peabody is slightly overwhelmed by coming back to his alma mater, knowing Sherman will follow in his footsteps.

Mr. Peabody: Ah, Harvard. Let me tell ya Sherman. It was here where I became the very dog I am now.

Sherman: I always thought you were smart since you were a pup?

Mr. Peabody chuckles to himself as he wipes his glasses on his fur.

Mr. Peabody: Oh Sherman, you are right. I was always a smart pup. But it was here where I found my true potential. Something I hope you find.

Sherman: Don't worry Mr. Peabody, I'm sure I'll find my purpose.

Mr. Peabody smiles and looks around the campus.

Mr. Peabody: Hey Sherman. Don't mind me. I'm just gonna take a nice stroll down memory lane. Why don't you find your dorm room. I'll help you unpack when I get back.

Sherman: Oh. Okay Mr. Peabody.

 _(Play "Stressed Out" by Twenty One Pilots here)_

Sherman carried a box of his stuff and walks down the crowded dormantorium where he made his way toward his dorm room, where he walked inside. Inside he sees two boys about his age, in separate parts of the dorm room, hanging their individual posters. One boy who has long black hair in an Emo styled haircut, with black eyes, wearing black jeans, a black shirt with white long sleeves, and black Converse sneakers, hangs a retro Friday the 13th poster next to a couple of posters relating to horror movies and conspiracy theories.

The other boy has short brown hair with light brown eyes, a navy blue Imagine Dragons t-shirt with dark red sleeves, blue jeans and black and white Nike sneakers. He's also hanging a Fall Out Boy poster next to a couple of band posters like Imagine Dragons, Twenty One Pilots and Linkin Park.

Sherman: Um... hi?

The two boys look behind themselves and see Sherman walking in, setting his stuff on the floor.

Boys: Hey!

The Emo haired boy goes up to greet him first.

Boy #1: You must be Sherman, right?

Sherman: Yeah.

Boy #1: I'm Hayden, Hayden McClaine.

He shakes his hand, as the second boy greets him as well.

Boy #2: And I'm Issac O'Conner, it's nice to meet you.

Sherman: Same here.

Issac: Oh, we're sorry, we kinda set ourselves up here. Which side do you want, this side, that side, or that one?

Issac, the short brown haired boy, points to three different directions for Sherman to set up his stuff. Sherman points toward a spot in between the two set up spots.

Sherman: How about that spot?

Hayden: I already chose that spot.

Sherman shrugs as he pointed to a spot to the left of Issac.

Sherman: How about there then?

Issac: I called dibs over there too.

Sherman raises an eyebrow as this go too awkward too quickly.

Sherman: Okay I know what this is. You're trying to see if I'm a normal guy, while I'm trying to see if you're a normal guy.

Soon enough, they all speed round a couple of questions to see if they're roommates are all checked.

Sherman: Balanced and medicated? Not living under a crawlspace?

Hayden: Good personal hygiene and wind stab either of us in our sleep?

Sherman: No criminal records, won't steal anything from me?

Issac: Including girlfriends?

Sherman: Especially girlfriends.

Hayden and Issac: You have a girlfriend?

Sherman: I do. You?

The two laugh to themselves as they shake their heads.

Hayden: Yeah like any girl would want to date a guy who spends every night watching horror movies nonstop.

Issac: No not a chance, but I bet all the ladies are waiting for Sherman chance to get with me!

Hayden rolls his eyes as Issac shows a bit of a cocky ladies man attitude.

Hayden: Hey! Are you a computer nerd?

Sherman shrugs his shoulders as he nods.

Hayden, come with us.

The two boys lead Sherman him down the hall to another room full of computers and people manning them.

 _ **To be Continued...**_

 **A/N: Wasn't this awkward? Both of Sherman's roommates are kinda crazy. One is obsessed with horror movies, and ones a delusional ladies man but both mean well. So what is this computer room about? Is it some generic computer lab, or is there some hobby Hayden and Issac share?**

 **Also about Hayden McClaine and Isaac O'Conner, they're both OCs from different authors who asked me individually if I could include their OC in Leo Spitz' place of the story. Hayden McClaine belongs to Shinigamilover2 and Issac O'Conner belongs to Great Writer14 respectively.**

 **To satisfy both authors, and because this is my story and I can do whatever the *Bleep* I want, I added BOTH of them in the roommate roles. How is this gonna work with two? Just wait and see!**

 **So what's gonna happen next for Sherman in college?**

 **Find out next time!**


	10. A Strange Hobby

**Previously on Mr. Peabody and Sherman: Revenge of the Fallen...**

 **Sherman finally arrives at Harvard where he is eager to start his time in college. He meets his two roommates, Hayden McClaine, and Issac O'Conner, and things get awkward fast. Hayden and Issac ask if hes good with technology, and once he says yes, they lead him to another room.**

 **Chapter 10: A Strange Hobby**

Hayden and Issac lead Sherman to a separate room beside their dorm room where a few more people are typing and researching on computers.

Issac: Frankie, Dorian, how are we doing today?!

Frankie, a slim, bald 20 year old and Dorian, a 19 year old with crazy, puffy black hair and glasses are typing on their respective computers.

Dorian: servers are online and active.

Frankie: Currently researching for any other activity.

Hayden: Sweet! Sweet! That's what I like to hear!

Sherman looks at the two in confusion.

Hayden: Oh, that's Frankie, and that's Dorian. Our two main tech wizzes.

Issac: Welcome to our domain, bro! TheRealEffnDeal dot com. It's our conspiracy website, I'm sure you heard of it.

Sherman: Um. No...

Dorian: Well that sucks for you!

Sherman: What is all of this for?

Hayden: Come on, all we want to do is be modest entrepreneurs.

Hayden pulls out a couple calenders with designs of both horror movie icons in awesome designs and cute kittens.

Issac: Hayden and I started out by selling kitten and horror calendars.

Hayden: Which is still a weird way of starting out by the way.

Issac: Hey I like kittens. They're adorable.

Hayden shakes his head and re focuses on Sherman.

Hayden: Look the point is that you have to start somewhere, and this is how we started. And this is where we're at now.

In the middle of the conversation, Frankie and Dorian's monitors pop up with some footage of an attack in Shanghai.

Frankie: Holy crap! H! I! We got some kick ass footage from Shanghai!

Hayden and Issac now shift their focus on their two techies.

Hayden and Issac: Post them Baby! Go! Go! Go! Go! Go! LTR! LTR!

Sherman: "LTR"?

Issac: That means "Launch the Rocket" it's our code that means "Get a move on".

Sherman looks at the footage the group is uploading onto their website. It looks like a Battle of transforming robots which reminds Sherman of a certain group of friends he knows. The Autobots.

Frankie: Holy s**t! Did you see that?!

Dorian: This reminds me of the Mission City attacks from two years ago! I see these alien robot things just crash into buildings and stuff. They tried to cover it up, but we know what's up.

Sherman immediately tries to dismiss the passionate conspiracy debunkers by lying.

Sherman: That looks fake!

Dorian: What the hell are you taking about. This can't be fake. That's pure video evidence. It doesn't lie!

Sherman: Its not real!

Dorian: No man! I'm serious I saw them with my own two eyes... on television.

Sherman: Look, it's fake. Anyone with a brain can make that happen. It's all probably some elaborate hoax to gain attention. And it's something I wouldn't confirm or deny for sure.

Tired of him denying the "truth" Hayden stand up from his seat.

Hayden: Confirm or deny? Are we going to take your word for it which isn't even true?! Look bro, you gotta stop sucking the sack!

Sherman, a little grossed out, raises his eyebrow.

Sherman: Sack? What sack?

Frankie: He means b**l-sack, dumbass!

Dorian: Jess Christ, what kind of tool are you?!

Issac: Guys just calm down! It's obvious he's just a non believer. He'll one day see the truth and he'll realize how wrong he actually was.

Sherman, having enough if the awkwardness from the room, he gets out.

Hayden: Hey! Don't walk away from us!

Hayden and Issac follow him. Meanwhile, Frankie and Dorian's footage gets deleted as a pop of window of a picture of The Finger pop up on their monitors.

Dorian: Uh... Hayden, Issac, we have bad news! The footage got scooped! It's already up on RoboWarrior's website!

Issac: What?!

Hayden: God... DAMN IT YOU IDIOT!

Frustrated and angered by yet another steal from their main competitor, Hayden picks up his steel coffee cup and throws it at Dorian's head.

*BONK!*

Dorian: Oww!

Issac: Oookay look at the time. We have got to go!

Sherman: What the..?

Issac quickly pushes Sherman out of the dorm. He closes the door behind him before loud muffled screams can be heard. Apparently it sounds like Hayden is screaming out every single curse word in the English language, some Sherman hasn't even heard of before. Sherman raises a brow as Issac flashes an awkward smile.

Sherman: Why is he..?

Issac: He gets like this when our main rival, some guy who calls himself RoboWarriorS7. He takes all of our conspiracy theories and leaks then into his website. As you may be hearing right now, Hayden doesn't tolerate... thieves.

Hayden: *muffled and barely audible swear words about his rival 'f**king him in the ass' figuratively*

Issac: Hell also do this when you tell him Horror movies suck and have no point since they're the just a bunch of killers in masks, killing teens.

Sherman: Oooookayyy...

Hayden: *muffled* Where's my Freddy! ... WHERE'S MY FREDDY!

About ten seconds later, Hayden walks out of the room looking completely normal, hugging a Freddy plushie from Five Nights at Freddy's.

Hayden: *in a normal voice* hey what's up?

Looking at the two with a weirded face, Sherman smiles nervously and turns away from the two.

Sherman: You know, I think I'm gonna go get some fresh air. I'll be back.

Hayden: Sure sure. Take your time.

Sherman nods and runs off to the corner of the halls. Once he knows he's out of sight from the two, Sherman finds a staff member of the college and a dresses her of his complaint.

Sherman: Hey! Listen! I'm sorry to bother you but it's getting pretty hostile in my dorm room. Do you think I can trade with someone else.

Staff aid: Ooh sorry but we can't do that. No whining no trading. Turn that moody face upside down.

She flashes a quirky smile before running off. Sherman goes knowing he's forced to stay with those weirdos for the semester.

?: Sherman!

Sherman hears his name called out and he turns back. It happens to be Mr. Peabody, carrying what's left of his stuff.

Mr. Peabody: How's your dorm room?

Sherman, not wanting to make this more complicated than it already is, Sherman smiles and conceals the ugly truth from his father.

Sherman: Oh it's great! Wanna meet my roommates?

Mr. Peabody: Why sure, that sounds like a pleasant idea.

He guides the canine prodigy to his dorm room where Hayden and Issac were talking amongst themselves. They both smile and shake his paw.

Sherman: That's Hayden, and that's Issac.

Mr. Peabody: Hello, I'm Hector Peabody. Nice to meet you.

Hayden: No way! Your dad really is THE Mr. Peabody!

Mr. Peabody: Um yes, I am. Did Sherman mention me or something.

Issac: um... yes he did.

Truth be told, in reality, before Sherman got here, they looked at his social media profiles to get to know who Sherman Peabody was and found that Mr. Peabody was his adopted father. They initially thought it wasn't real, but after seeing him in person. They are in shock.

Mr. Peabody: Well, I'd love to stick and chat with you boys but I have to go. Good luck in college Sherman. Oh one more piece of advice. Stay away from the boys in dreadlocks offering brownies. They're laced with cannabis.

Sherman: Stay away from the pot brownie store. Got it.

Mr. Peabody: Good. I don't want you going down that road. That's one stupid idea I regretted.

Sherman raises a brow at the statement said.

Sherman: What do you mean by that.

Mr. Peabody: Oh would you look at the time. Gotta go. Bye son!

Before Sherman could question him more, Mr. Peabody dashes to the outside and runs off.

Sherman: What was that about?

Sherman walks back outside and leans to a wall. The two boys follow him and lean next to the wall beside him.

Issac: Your dad sounds like a... swell guy.

The boys then see a few hot Latina girls walk out if a dorm beside the boys. They all wear skimpy looking clothes. The boys start fawning over them, except Sherman.

Isaac: _Ay, Dios mio! Es La Casa de las Chicas en Fuego!_ We call them 'The Hot Freshmen 55'!

(Translation: Oh my god! It's the Hot-Ass Babe house!)

Hayden: Nice Italian dude!

Issac: It's Spanish, Hayden!

The two look to start an argument, but for the sake of impressing some lovely ladies, they play it cool.

Hayden: I still can't believe they put our dorm next to this oasis of beauties!

As the two fawn again, one particular girl stops on her tracks and looks at the group. She stares at them with a questionable look.

Issac: Oh crap It's her! Felicia Fuentes! Play it cool! Don't try to mess me up you two!

Hayden: Mess you up?! If anyone us going with Felicia, it's me!

Issac: Is that so emo poser!

Hayden: You bet, Ricky Martin!

Issac: Oh that's it!

*DING!* *DING!*

The two eventually engage into a full on brawl. This causes the entire hall to stare at the fight. This caused Sherman to facepalm, knowing he had to stay with them for a whole semester or even the whole year. As they continued to wrestle and tussle, Sherman looks back at the girl, Felicia, who stares back at him with a timid smile and a little bit of a giggle before walking away.

 _ **To be Continued...**_

 **A/N: Was the roommate situation gonna get better? NOPE! It just got worse.**

 **Now we see a secret hobby between the two as they share conspiracy theories with the Transformers conspiracy being their hot commodity.**

 **Not only that, they're also fishing for the heart of the lovely Felicia, but it looks like she's more interested in our hero here. Could this mean something?**

 **Find out next time, and Happy Thanksgiving!**


	11. Operation: Break In

**Previously on Mr. Peabody and Sherman: Revenge of the Fallen...**

 **Sherman is introduced by a weird hobby between Hayden and Issac. They are apparently conspiracy theorists with an obsession to expose the Transformers. Sherman tries to deny they exist, but the duo refuse to believe them. Sherman tries to trade rooms to get away, but is forced to stay put. He also sees a freshman girl named Felicia, who might have taken interest in the bespectacled boy.**

 **Chapter 11: Operation: Break In**

In space, the Decepticon Satellite, Soundwave orbits around Earth with a plan formulating. A section of his body starts to change into a cannon like device. It aims down to the Earth and power up.

Soundwave: Ravage, eject. Destination: Diego Garcia. Operarion: Retrieval.

The cannon fires and a large metal projectile is launched into the Earth's atmosphere. The missile is engulfed in flames as it penetrates the atmosphere before crash landing on the shores of the naval base. The missile quickly transforms into a jaguar like Decepticon, named Ravage. With his one and only optic, he sees the gate of the naval base and a sign that says "RESTRICTED AREA". With no sense of care, Ravage runs as fast like a jaguar and with his might strength, leaps over the fence.

The animal Decepticon growls and runs toward the entrance of the locked naval base. What Ravage didn't know is that with his movements around the area, he tripped motion sensors, and the alarms blare out loudly.

 _"WARNING! MOTION SENSORS ACTIVATED! INTRUDER ALERT"_

 _"WARNING! MOTION SENSORS ACTIVATED! INTRUDER ALERT!"_

Sensing that N.E.S.T soldiers are gonna come out guns blazing any minute now, Ravage thinks fast on another entry route. He sees a pipe, sticking outward and upward. With no time to lose, he claws the top of the pipe off, and placed it inside his jaw and coughs out small metallic marble like balls. Passing through pipes and tubes, and goring through tight, small spaces, the small balls pads down an air vent and into a containment chambered where the last remaining AllSpark fragment is contained. The balls suddenly stop, and they all transform into individual tiny robots, Microcons. The Microcons then allgroup together and form limb like parts. The forming keeps on going and they go up. They Eventually stop forming, and they all flatten to sharp, smooth, edges. A single red optic is seen, apparently floating above the air, and nothing holding it. Then all of a sudden, the sharp flat edges spring out to reveal the robot form of the sharp edged Decepticon, Reedman.

Reedman walks around the chamber, seeing a lot of Cybertronian technology, confiscated from the public, scanning around the room before finally seeing the last AllSpark shard. He goes close to the glass and start a picking on it like a tiny jackhammer. This re activates the silenced alarm .

Hummer trucks full of N.E.S.T soldiers barricade the door and aim in case anyone comes out. A few soldiers activate the doors entry method and a squad is sent inside. With guns at the ready, they try to see if the intruder is still here. All they could see was the shard's containment chamber broken open, and the AllSpark fragment, gone.

Soldier: The shards gone! Find the Intruder. He couldn't have gone far.

They continue to search around bur cannot find anyone who isn't authorized to be here. Once one unlucky soldier let's his guard down, Reedman pops from his hiding place and attacks the soldier.

Soldier: Aaaaahhhhh!

After killing him, the soldier all see the intruder in plain sight.

Soldier: It's him! Open fire!

They all fire their weapons but end up missing as Reedman hold a the shard close and runs as fast as he could to the exit. He is immediately greeted with a swarm fire of bullets as they shoot their machine guns mounted on their Hummers. Reedman tries to escape until a Hummer suddenly explodes. It turns out Ravage is helping Reedman escape. He shoots the hummers with his missile launcher and guns on his back. With no time to lose, Reedman scurries away toward Ravage who continues to shoot at the soldiers. With the AllSpark fragment in their hands, Ravage and Reedman escape, their mission complete.

 _ **To be Continued...**_

 **A/N: Uh oh! The Decepticons now have the AllSpark fragment from the N.E.S.T base. What could this mean for the Autobots. And what will the Decepticons do with the shard.**

 **Find our next time!**


	12. Resisting Temptation

**Shinigamilover2: kinda unnecessary but kinda cool to know**

 **EpicWriter13: Sorry for the wait :)**

 **Previously on Mr. Peabody and Sherman: Revenge of the Fallen...**

 **Soundwave locates the AllSpark fragment in human captivity, and sends his minion Ravage to retrieve it. He sneaks into the Diego Garcia base and sends his companion, Reedman to get into the base. He trips an alarm but successfully extracts the AllSpark fragment from its holding area. The two escape from an onslaught of attacks and gunfire, taking the last remaining piece of the AllSpark with them.**

 **Chapter 12: Resisting Temptation**

Loud music plays throughout the college campus as a local fraternity hosts a pretty sweet party. Sherman walks toward the frat house along with Hayden, Issac, and the rest of the 'Real Effin Deal' crew, all expecting to get with girls tonight. Except Sherman.

Hayden: Alright Guys! Frat parties are always a game changer. Let's go on in and get our freak on!

Sherman: Uh, I can't stay long. I have a webcam date soon.

Issac: That's pretty cool.

Hayden: *scoffs* yeah right!

*Play 'My House' by Flo Rida here*

The guys all walk into the frat house as loud music and dancing girls surrounds the room and halls. Nobody could be more excited than Hayden and Issac.

Hayden: Listen Sherman, while you're our kissing it up with your girl via Skype, I'll be getting my groove on.

Issac only snickers at this comment.

Hayden: I'm serious. I bet I can get more girls than you, O'Conner

Issac: Bring it, McClaine.

Hayden and Issac walk off to get some girls leaving Sherman to shake his head in laughter.

* * *

 _Meanwhile..._

Penny hooks up her webcam to one of the computers in her uncle's repair shop. He walks by Penny, having been done for the day, but allowed Penny to stay to have her webcam date.

Penny's Uncle: Okay, Penny, I'm shutting down for the day. Remember to lock up when you're done. Okay?

Penny: Okay, see ya uncle.

Penny's Uncle: See ya darling.

The two wave goodbye as Penny sets up her computer for a Skype call with Sherman. The shops guard dog looks at Penny with a slobbery look. Penny chuckles and pets the dog.

Penny: It's our first online chat date.

She then grins a nervous grin.

Penny: I won't lie, I'm pretty nervous.

She glances back at the screen as her Skype call continues to ring. She waits excitedly, hoping to talk to her boyfriend after nit seeing him for a few days after he left for college.

However, the Skype call didn't get through as the call ends abruptly. Penny frowns as she wonders where Sherman is.

Penny: Why isn't he here?

* * *

Back at the frat party, Hayden and Issac dance to the beat of the song, trying to woo some girls with their dance moves, which seem to be failing for both of them.

But Sherman, who decides not to party just stares at one of the many frat cakes on a serving table. It seems pretty normal until Sherman starts seeing strange symbols flashing on and off on top of the cake. He shakes his head, believing he's seeing things. But once he stares back at the cake, the symbols keep flashing. Staring at the cake, he mindlessly dips two fingers into the frosting and draws the symbols. His eyes start twitching as he no longer looks at the cake bur still keeps drawing out the symbols. He does not stop this mindless behavior, almost smothering the table with frosting doodles of the unknown markings until...

?: Hey?

*Stop playing, and switch to "Burn It To The Ground" by Nickleback here*

Sherman quickly snaps out of his trance and looks back. He sees the girl, Felicia, one of the many freshman girls Hayden and Issac are after, and the one the two are obsessed over.

Felicia: Are you okay?

Staring at his fingers and at the table, he shrugs off any worries doubting his mind.

Sherman: Uh yeah, just getting a drink.

He goes to a nearby drink table and gets a cup of green punch, possibly with a pinch of alcohol. He smiles awkwardly to Felicia.

Sherman: Cheers.

Felicia: Sherman Peabody, I presume, right?

Sherman: Uh, yeah?

She smiles as she twirls a bit around the young freshman.

Felicia: I wanna dance.

Sherman looks at her with a bit of a confused face.

Sherman: Dance? W-with you?!

Felicia: Mmm-hmm...

He swiftly scoots away from Felicia, hoping to avoid her advances.

Sherman: Listen, you're a nice girl and all but I have a girlfriend. So...

Felicia: Aw come on.

She moves closer to him and puts her hands on his chest.

Felicia: I just wanna have some fun.

Sherman: Fun? Well if it's fun you want, my... I guess... friends, Hayden and Issac are pretty cool... so...

But as Sherman tries to send Felicia off, it ultimately fails as she forcefully pushes Sherman onto a chair, and climbs up to his knees. She looks down at him as Sherman's face was merely inches away from Felicia's voluptuous breasts.

Sherman: Oh my...

Felicia: So... whaddya say smart guy? How about tonight, you pretend you're my boyfriend, and I'll pretend I'm your girlfriend?

She smiles as her hands go down across his chest and towards his abdomen. Sherman wasn't the most athletically gifted kid in the world, but Felicia does manage to feel, what seems to be a small but decently developing six-pack, which she definitely likes. She goes to kiss the stunned and startled boy. Their lips are centimeters apart from one another, and Felicia would have stolen his kiss if it weren't for...

?: HEY!

All the party goers, including Sherman and Felicia all stop what they're doing to see what seems to be a senior fraternity boy extremely angry as a car alarm is heard.

Senior Frat Boy: WHO'S DRIVING THE FRICKING YELLOW CAMARO?!

As soon as Sherman heard what type of car it was, he immediately leaped off of his seat.

Senior Frat Boy: THERE'S A CAR IN THE YARD!

Sherman runs to the window and sees Bumblebee, on the fraterity's front lawn over some crushed bushes, in his vehicle mode. His car alarm blares out loudly for everyone to hear. Sherman quickly runs out to confront the unexpected visitor.

Sherman: Bumblebee?! What are you doing here?!

Bumblebee: *static* _Houston, we have a_ _problem..._

Sherman: What?!

Senior Frat Boy: Hey! Freshmen!

The senior frat boy comes back out with his friend outside to see if the car belonged to Sherman, just so they can beat him up for it.

Sherman: Uh yeah?

Frat Boy: Is that your car in our bushes?!

Sherman quickly tries to make up an excuse to get them off his backs.

Sherman: Uh... no! It's a friend of mine's... He uh... went to get you... uh... Some more beer kegs.

Frat Boy 2: There are no more kegs! We checked! *burps*

Sherman: Ew...

The two frat boys fist bump.

Frat Boy 2: Now how about I park my foot in your ass?!

Sherman: What size shoe do you wear?!

Frat Boy 2: Oh! Wanna find out nerd?!

Sherman: I'd rather not!

The two go back and forth for at least two minutes before the frat boys go back inside. Hayden and Issac both run out to see the Camaro and to their surprise, it belonged to Sherman.

Hayden: Dude?! You have a ride?!

Sherman: Uh...

Issac: Come on let us take it for a spin!

Sherman: Uh no can do!

He quickly gets in and puts a key in the ignition. But before he could turn the key, Felicia leans on the car by the open passenger window. She smiles and speaks seductively.

Felicia: I love Camaros.

Sherman: Oh god! Not you! I don't have time for this.

Felicia: Oh come on! Stop being a little p***y!

Felicia climbs into the passenger seat and smiles at Sherman. This leaves the boy with no choice but to take her as they drive away from campus.

As they drive into the little college town, Felicia tries to seduce Sherman further by talking about something they have in common.

Felicia: You know. My first car was a Camaro. It was my dad's '92 Z28 Camaro to be exact.

Sherman: Uh huh.

Of course Sherman doesn't really care as he just wants to avoid Felicia's advances and get rid of her as soon as possible. Felicia however, kicks up her lust game up a bit.

Felicia: The roar of the engine... always seemed to... tickle me. *giggles lustfully*

Felicia then rubs her hands against her openly bare thighs, gliding then across her smooth, golden skin. Sherman sees her do this and blushes a bit. But he shakes his head as he tries to resist

Sherman: Uh... now may bit be the time to stare...SHARE! share stories!

Felicia: Aw come on Sherman. It's just one little ride.

*stop playing the song now*

Suddenly Bumblebee shuts off the Nickleback song playing and switches his radio to another song.

Bumblebee: You cheating

The static is heard again to play the theme song to Jaws. Felicia looks at the radio closely as the static is heard again.

Bumblebee: _*static* Fake ass t*****s on a F**ked up chest! *static*_

Felicia: Is there something wrong with your car?

Sherman: It uh does that...

Felicia: Well first off... These puppies are real, and second. We're not cheating... *grins* Not yet actually

Bumblebee: _*static*_ _She's a mean ole b***h, and she has stupid hair._

 _She's a b***h b***h b***h b***h b***h b***h b***h_

 _B***h b***h b***h b***h b***h b***h b***h b***h._

 _She's a stupid b***h!_

Sherman starts slapping the radio to get it to shut up. But Bumblebee isn't done as he messes with Felicia's seat.

Felicia: Huh?!

Bumblebee: _*static* X gon give it to ya!_

Felicia: What the?!

Bumblebee: _B***h please!_

Bumblebee then flips the seat forward to the front, hitting her head on the dashboard.

Felicia: Aaah-!

*BASH!* *THWACK!*

Sherman: Oh my god!

Bumblebee: _Ow, she's a brick house, shes a mighty-mighty, just letting it all hang out_

Sherman: Are you okay?!

Felicia: Ow!

She looks at Sherman as the two keep driving along the street.

Sherman: I don't know what to tell ya, this car is crazy, it has a lot of problems and...

Bumblebee: *static* _You may not think you do, but you do, everytime, I think of you, I puke!_

Out of nowhere, a nozzle suddenly appears out of a secret compartment from the dashboard and sprays Felicia with a disgusting green substance.

Felicia: Oh my god! Gross!

Sherman: Aaaah!

Sherman hits the brakes and swerved his car to the curb before fully stopping the car.

Sherman: Oh my god!

The green goopy liquid stops spraying and Felicia looks at Sherman with a furious face.

Sherman: Are you okay?!

Without another word, Felicia opens the door and storms out.

Sherman: Oh man!

Sherman steps out of the car and sees Felicia walking away.

Sherman: Felicia. Look I'm sorry, I didn't know what was going on.

Felicia only kept walking, with her only response to the boy being a fully extended middle finger without looking back. Not wanting to make things more awkward, Sherman turns his attention to the elephant in the room.

Sherman: What are you doing here?!

 ** _To be Continued..._**

 **A/N: Well, that was something. No doubt, Sherman is pretty much peeved at Bumblebee interrupting his college life, and pretty much humiliating a girl in the process, but still, that leaves the question, what is he doing here anyway?**

 **Find out next time!**


	13. He Has Returned

**Previously on Mr. Peabody and Sherman: Revenge of the Fallen**

 **Penny tries to connect to Sherman's Skype account so they can have a webchat date. However, he fails to connect as Sherman, dragged along by Hayden and Isaac head to a nearby frat party. There, the girl of Hayden and Issac's dreams,** **Felicia Fuentes, starts flirting with Sherman, much to the latter's disapproval. Bumblebee interrupts the party and scoops up Sherman, but Felicia tags along for the ride. She is eventually driven away as Bumblebee's antics anger her to leave. However, Sherman wants to know what the heck is Bumblebee doing here.**

 **Chapter 13: He Has Returned**

* * *

Sherman and Bumblebee ride along the small college town before arriving at a cemetary. There Sherman sees Optimus Prime hiding behind a large tomb. He sighs knowing this is a problem that somehow had him involved.

Bumblebee parks near the curb and Sherman exits to question the Autobot commander.

Sherman: Seriously? Not one day in college and you snatch me I'm up already.

Optimus Prime looks down at Sherman as he tries to explain their appearance.

Optimus Prime: I'm sorry Sherman. But there has been a situation.

Sherman: What situation?

Optimus Prime: The last fragment of the AllSpark was stolen.

Sherman: you mean... the Decepticons stole it.

Optimus Prime: Perhaps. It was placed under human protection at the request of your government. But now we need your help.

Sherman: Why?

Optimus Prime kneels down as he continues to talk to the yoiung man.

Optimus Prime: Because your leaders now believe the Autobot have brought vengeance to your planet. Perhaps they are right. That is why they must be reminded of a human who trusts us.

Sherman shakes his head believing there's nothing a human like himself can do.

Sherman: This isn't my war.

Optimus Prime: No it is not. But I fear it soon will be.

He looks out away from Sherman, fearing for the worst for Earth and the human race.

Optimus Prime: Earth must not suffer the same fate as Cybertron. Whole generations will be lost if it does.

At this point Optimus starts to recall the war back in Cybertron, thousands of years ago. Cybertron was in disarray and desolate. Soldiers fighting against the Decepticons perish in battle. Too many casualties and destruction caused Cybertron to fall, leaving it unable to sustain life. Optimus fears greater casualties will happen on Earth.

Sherman only looks down. He wants to help Optimus and the Autobots. But what can he do? He's just a kid, and he's only one person.

Sherman: I'm sorry... I can't help. I want to... I really do. But I'm not an ambassador to the Autobots. I'm just a normal kid with normal problems. My place has to be here.

He looks back at Bumblebee, still in his vehicle mode before looking back at Optimus Prime.

Sherman: I'm sorry Optimus. I... I really am.

He starts to walk away and goes back into Bumblebee.

Sherman: Take me back, Bee.

Optimus Prime: Sherman. Fate rarely calls upon us at a moment of our choosing.

Sherman lowers one of the windows to talk to Prime one last time.

Sherman: That may be, but I'm just a kid, and you're Optimus Prime. Even if I can help, you and the Autobots don't need me.

He closes the window as Bumblebee drives him away from the cemetary, leaving Optimus Prime alone. He watches the yellow Camaro drive away with a disappointed look.

Optimus Prime: We do. More than you know.

* * *

 _North Atlantic-07:13 Hours_

A large freight ship sails along the northern Atlantic Ocean. It carries carries a few construction vehicles as well as some metal crates carrying it to its destination. Unbeknownst to the humans in the ship they're carrying along a few unexpected guests as the construction vehicles appear to bear Decepticons.

Without any detection, a large chunk of metal crashes on the ships loading deck where a cement truck, a dump truck, a crane, and a badly damaged bulldozer. The metal chunk transforms into Ravage who presents the stolen AllSpark shard in a metal container on his back to the construction vehicles. They all hum as they begin to transform into their robot modes, revealing themselves to be part of a Decepticons squadron known as the Constructicons.

Mixmaster, the cement mixer. Hightower, the crane. Long Haul, the dump truck. And Scrapmetal, the bulldozer, all quickly transform as they decent the Laurentian Abyss below them. With no time to lose, they all jump in the blue waters belowm

Down in the U.S.S. Topeka military submarine, the soldiers below detect the presence of a few artificial life signals through their radar. The soldiers go to inform their chief of this mysterious happenstance.

Soldier: Uh sir. You need to take a look at this...

Chief: What is it son?

He shows the leader the radar where four large life signature and one little one are heading toward the waters below.

Chief: Is this what I think it is?

Soldiers I think it is...

Chief: All soldiers. Man your battle stations. We're going down.

All soldiers inside the sub all take their positions as the dive down the Laurentian Abyss.

The Constructicons continue to dive below to the deepest parts of planet Earth. They turn on their searchlights as they walk around the ground looking for something. Their search however proves to be a success as the Constructicons have found a large shiny rock they shine their lights at it where a few octopuses on the rock get startles and swim away. They get closer to show its not ordinary rock, for on the sea floor, with algae and barnacles festering around it and starfish crawling around it was the face of none other than their deactivated leader, Lord Megatron.

Ravage also lands beside Megatron's body as he releases yet another minibot from inside himself, a tiny doctor type robot named Scalpel. He crawls towards Megatrons chest with his blade like limbs as he examines the damage of his fallen leader.

Scalpel: Need parts!

He looks arounf himself before taking a good luck at the scrappy lookikng Scrapmetal.

Scalpel: Kill ze little one!

Scrapmetal: Huh?!

Before trying to reason, both Long Haul and Mixmaster grab ahold of Scrapmetal and start beating the poor Constructicon to death. Afterwards the two larger Constructicons tear apart his limbs and toss them to Hightower who begins to fill out the damaged areas of megatron with the 'newly acquired spare parts'.

As the rest of the Constructicons finish their jobs, Scalpel takes the AllSpark shard from Ravage and aims at Megatron's chest.

Scalpel: Ze shard will create Energon!

Scalpel furiousmy jams the AllSpark shard into Megatron's chest, causing the body to jitter as a bright blue light shines from within. The rusted and busted body starts to shake as Megatron's eyes flicker back on with evil red lights.

All the Constructicons swim away as Megatron slowly wakes up and stands up. He growls a menacing growl as he swims back up along with the Constructicons.

* * *

Back in the U.S.S. Topeka, the sub goes down to investigate the abnormal activity as they detect another life signature. This time it's more massive than the other life signatures they detected before

Soldier: Sir, there's a sixth life signal that just appeared.

Chief: What?!

Soldier: Its heading back to the surface! It's right underneath us!

Chief: Brace for impact!

* * *

Megatron continues to swim back up, seeing the light grow brigghter and brighter with every racing second. He sees the incoming descending submarine and aims toward it. He inches closer before slamming into the sub, causing an explosion, killing most of the the crew and leave behind a very small number of critically injured soldiers.

Megatron flies past the wreckage and splashes out of the ocean, along with the Constructicons. At this point, the Constructicons fly away from Megatron to go their separate paths for the moment as they fly toward dry land.

As for Megatron, he continues to fly as he transforms into his Cybrrtronian jet and flies off into the deep regions of space.

* * *

 _Several light years later..._

Megatron continues to fly into space before reachign the planet Saturn and looks at one of the planet's many moons. He suddenly sees the moon hes looking for and flies in. As for within the dark and cold and desolate moon is a makeshift Decepticon base. He transforms again and lands on his feet as he makes it to a chamber ehere several purple goo like sacks surround the room. He feels another prescense near, and calls him out with his first words since his reactivation.

Megatron: Starscream! I'm back!

A gasp can be heard as another Decepticon, and Megatron's cowardmy second-in-command, Starscream walk forward, nervously.

Starscream: Lord Megatron?! Oh thank Primus! I was so relieved to hear of your... resurrection.

He bows to his revived commander, hoping nothing can go wrong. However, furiously, Megatron grabs Stsrscreams head and brings their faces close as he looks at him with an incredibly deadly look.

Megatron: You left me to DIE on that miserable, insect planet!

Starscream escape his clutches as he tries to reason his retreat.

Starscream: Only, to help spawn a new army in your absence. The Fallen decrees it. Besides with you gone. Someone had to take command.

Megatron grabs his shoulders and slams him to the wall where several purple Energon sacks, containing hatchlings of Starscream's army, causing him to panic

Megatron: Pathetic!

Starscream: Careful! These hatchlings are very fragile!

Megatron: You should know, that even in death there is no command but mine!

The building pressure from Megatron's push causes one of the sacks to prematurely hatch, releasing a slimy half done hatching. He slithered to the floor before he starts to whine.

Having enough of Starscream, he let's go of him and walks off as he tends to the fallen hatchling.

Megatron enters a room where it's almost dark and dimly inside. He sees an ancient Cybertronian with red eyes and fishbone like neck. He coughs as he looks at Megatron with fading red eyes. Megatron hows to him and addresses him.

Megatron: The Fallen, my master. I have failed you on Earth. The AllSpark is destroyed. And without it. Our race will surely perish.

The old robot, known as The Fallen clears his voice pipes as he addresses his disciple.

The Fallen: Oh, you have much to learn my disciple. The Cube was merely a vessel. It's knowledge, it's power can never be destroyed... only transform.

Megatron was intrigued by what his master was saying.

Megatron: What?! But how is that possible?!

The Fallen: The knowledge of the cube has been absorbed. By the human child. The key to save our race now lies within his mind.

Megatron: Well then. Let me rip the flesh from his bones to get it.

The Fallen: And you will, my apprentice. In due time.

He looks away and stared deeper into the cold void of space.

The Fallen: for millennia, I have dreamed of one day going back to that... wretched.. planet. Where I was betrayed by those I called my brothers. The Thirteen Original Primes.

He sneers at the thought of once becoming a part of the Thirteen Original Primes but ended up having then turn their backs on him in the past.

The Fallen: Only a Prime can defeat me. And now... only one remains...

Megatron looks at him, knowing the Prime in question.

Megatron: Optimus! He protects the boy...

The Fallen: Then the boy will lead him to us. And revenge shall soon be mine.

The two share a menacing laugh as they begin to hatch their devious scheme. Starscream walks in holding the premature hatching, now dead and dangling from his grip. He sets it to the ground.

Starscream: The boy will not escape us. He is in our sights . But we have to get him quick, because without him, we are without Energon, and without Energon, the hatchlings will just keep dying.

* * *

 _ **To be Continued...**_

 **A/N: Okay, I know what you're thinking if you read the previous installment.**

 **'Why was an AllSpark fragment the only way to revive Megatron if it was the same thing that killed him in the first place?'**

 **For being awesome at explosions, which is his ONLY filmmaking skill, Michael Bay is not very good at telling stories. Even I was confused the first time seeing this. But I think I have a theory that makes this convoluted confusion make sense. Probably only one shard while still very powerful, is enough to grant life to any Transformer, since it does contain power to create life. But maybe Megatron died at the hands of the AllSpark because there's too much power in the Cube as opposed to one single shard.**

 **Even though, this idea still makes no damn sense.**

 **Anyway, yeah, Megatron has returned as we get to see more of The Fallen. Now they're going to hunt for Sherman since his brain contains knowledge previously in the AllSpark, as well as an effort to lure Optimus Prime to his downfall. How will this go?**

 **Find out next time!**


End file.
